End User License Agreement

END USER LICENSE AGREEMENT (EULA)

This End User License Agreement (“Agreement”) is entered into by and between CultureWise, LLC, a Massachusetts limited liability company (“CultureWise”), and the client identified on Schedule A (the “Client”) as of the last date set forth in the signature lines below (the “Effective Date”).

  1. DEFINITIONS

1.1 “Software” means the proprietary software as a service (SaaS) platform provided by CultureWise.

1.2 “Services” means the implementation, support, training, and related consulting services provided by CultureWise.

1.3 “Authorized Users” means employees, contractors, or agents authorized by Client to access and use the Software.

  1. LICENSE GRANT

2.1 CultureWise grants Client a limited, non-exclusive, non-transferable right to access and use the Software during the Term for its internal business operations, subject to the terms of this Agreement.

2.2 Client shall not: (a) reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Software; (b) modify or create derivative works based on the Software; or (c) sublicense, rent, or lease access to the Software.

  1. FEES AND PAYMENT

3.1 Client shall pay CultureWise fees as outlined in the relevant subscription order or invoice.

3.2 Fees are due in advance on a monthly basis unless otherwise agreed in writing.

3.3 All fees are non-refundable, except as otherwise provided herein.

  1. CLIENT OBLIGATIONS

4.1 Client shall: (a) ensure compliance by Authorized Users with this Agreement; (b) be responsible for the accuracy, quality, and legality of Client Data; and (c) use the Software in accordance with applicable laws.

4.2 Client shall not use the Software to: (a) infringe on any third party’s rights; (b) distribute viruses or harmful code; or (c) engage in any illegal or unethical conduct.

  1. TERM AND TERMINATION

5.1 This Agreement shall commence on the Effective Date and shall continue for the initial subscription period set forth in the applicable order (typically one year). Thereafter, the Agreement will automatically renew for additional one-month periods on a month-to-month basis unless either party provides at least thirty (30) days’ written notice of non-renewal.

5.2 Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.

5.3 Upon termination, Client shall immediately cease use of the Software and any outstanding fees shall become due and payable.

  1. PROPRIETARY RIGHTS

6.1 CultureWise retains all right, title, and interest in and to the Software and Services, including all intellectual property rights.

6.2 Client retains all right, title, and interest in and to its Client Data.

  1. CONFIDENTIALITY

7.1 Each party agrees to maintain the confidentiality of the other party’s confidential information and not to disclose such information except as permitted herein.

7.2 This section shall survive for three (3) years following termination of this Agreement.

  1. DATA SECURITY AND PRIVACY

8.1 CultureWise will implement reasonable administrative, technical, and physical safeguards to protect Client Data.

8.2 CultureWise will not access, use, or disclose Client Data except as necessary to provide the Services or as required by law.

  1. WARRANTIES AND DISCLAIMERS

9.1 CultureWise warrants that it will provide the Services in a professional and workmanlike manner.

9.2 EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND CULTUREWISE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

  1. LIMITATION OF LIABILITY

10.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

10.2 EXCEPT FOR LIABILITY ARISING FROM BREACHES OF CONFIDENTIALITY OR CLIENT’S PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO CULTUREWISE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

  1. INDEMNIFICATION

11.1 CultureWise shall indemnify and hold harmless Client from any claims that the Software infringes a third party’s intellectual property rights.

11.2 Client shall indemnify and hold harmless CultureWise from any claims arising from Client’s use of the Software in violation of this Agreement.

  1. MISCELLANEOUS

12.1 This Agreement shall be governed by the laws of the State of Massachusetts, without regard to conflict of law principles.

12.2 Any notices shall be in writing and sent to the addresses set forth in the applicable order form.

12.3 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.

12.4 No amendment shall be binding unless in writing and signed by both parties.

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